This SHAREHOLDERS AGREEMENT is entered into on 28 January 2023

Between

(1)            PARTY_1_NAME whose principal place of business is at PARTY_1_ADDRESS_SINGLE_LINE ("Party 1")

(2)            PARTY_2_NAME whose principal place of business is at PARTY_2_ADDRESS_SINGLE_LINE ("Party 2")

Whereas

(A) Party 1 and Party 2 have agreed to form in COUNTRY a new jointly-owned company (the Company) which will acquire certain rights and assets, and otherwise be established and carry on business, in the manner set out in this Agreement.

(B) Party 1 and Party 2 have agreed that their relations as shareholders in the Company shall be governed by the terms of this Agreement.

It is agreed as follows:

1. Interpretation

Definitions

1.1 In this Agreement:

Party 1 Director means a director of the Company appointed by Party 1 pursuant to clause 4.1;

Party 1 Shares means Party 1 ordinary shares of CURRENCY PAR each in the capital of the Company;

Party 2 Director means a director of the Company appointed by Party 2 pursuant to clause 4.1;

Party 2 Shares means Party 2 ordinary shares of CURRENCY PAR each in the capital of the Company;

Board means the board of directors of the Company, or any duly appointed committee of it;

The Business means the business to be carried on by the Company as BUSINESS in accordance with the Business Plan as updated by the Board from time to time;



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